Business Development Solutions, Inc. 10-K (Annual Reports) 2009-02-25

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−K
(Mark One)
Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 0-32433
BUSINESS DEVELOPMENT SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1300072
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Shixin Enterprise Application Software (Shanghai) Co., Ltd.

28/F, Citigroup Tower, 33 Huayuanshiqiao Rd, Pudong,
Shanghai, China, 200120
(Address of principal executive offices, Zip Code)
86-21-5878 7297
(Registrant’s telephone number, including area code)
_____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK, PAR VALUE $0.00001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £ No Q
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes £ No Q
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes Q No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any attachment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ Smaller reporting company Q
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes Q No £
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of February 25, 2009 was
not determinable.
The number of shares of the registrant's common stock issued and outstanding as of February 25, 2009: 1,910,150 shares issued and
outstanding.
INDEX TO FORM 10-K ANNUAL REPORT
Page
Part I
Item 1. Description of Business 4
Item 2. Description of Property 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 12
Part II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18
Item 9A. Controls and Procedures 18
Item9B. Other Information 19
Part III
Item 10. Directors and Executive Officers of the Registrant 19
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21
Item 13. Certain Relationships and Related Transactions, and Director Independence 22
Item 14. Principal Accountant Fees and Services 23
Part IV
Item 15. Exhibits and Financial Statement Schedules 23
Signatures 25
Financial Statements F-1
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. The forward-looking statements are contained principally in the section entitled
“Management’s Discussion and Analysis of Financial Condition and Plan of Operations.” These statements involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any
future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-
looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking
statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given
these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include,
among other things, statements relating to:
our potential inability to raise additional capital;

changes in domestic and foreign laws, regulations and taxes;
uncertainties related to China's legal system and economic, political and social events in China;
Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks;” and
changes in economic conditions, including a general economic downturn or a downturn in the securities markets.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law,
we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially
from those anticipated in any forward-looking statements, even if new information becomes available in the future.
USE OF TERMS AND STOCK SPLIT
Except as otherwise indicated by the context, references in this report to:
“BDS,” “we,” “us,” “our,” or the “Company,” are references to Business Development Solutions, Inc.
“China” and “PRC” are to the People’s Republic of China;
“U.S. dollar,” “$” and “US$” are to the legal currency of the United States;
the “SEC” are to the United States Securities and Exchange Commission;
the “Securities Act” are to the Securities Act of 1933, as amended; and
the “Exchange Act” are to the Securities Exchange Act of 1934, as amended.
On February 27, 2006, we amended our Certificate of Incorporation to effect a one-for-five reverse split of the outstanding shares of our
common stock. See Item 5, “Market For Common Equity And Related Stockholder Matters” and Note 6 to Financial Statements for more details
regarding the reverse split.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Our Corporate Structure and History
We were incorporated under the laws of the State of Colorado on January 28, 1987, under the name Atlas-Republic Corporation. Prior to
1997, the Company through its subsidiary, Geda Laboratories (Canada) Limited (“Geda”), had acquired the exclusive marketing and distribution
rights in Canada to certain proprietary products, including a topical (skin) barrier lotion and an antiseptic spermicide. Geda has been inactive
since 1997, and in April 2002 was dissolved. On November 18, 2002, we effected our re-incorporation as a Delaware corporation by merging
with our wholly-owned subsidiary, AMCO Transport Holdings, Inc., a Delaware corporation, with AMCO continuing as the surviving
corporation of the merger. In connection with the merger, our name was changed to AMCO Transport Holdings, Inc. Upon consummation of
the merger, each share of common stock of Atlas-Republic Corporation (the predecessor corporation) was automatically exchanged for one
share of common stock of AMCO Transport Holdings, Inc. (the then-surviving corporation) and the stockholders of Atlas automatically
became stockholders of AMCO, in accordance with the terms of an Agreement and Plan of Re-incorporation and Merger between the two
companies, dated April 23, 2002.
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On November 19, 2004, Mr. Shu Keung Chui acquired, in a private transaction, 6,900,000 shares of our common stock directly from
Bestway Coach Express, Inc., or Bestway, our then controlling shareholder, pursuant to a Stock Purchase Agreement among Mr. Chui,
Bestway and AMCO. The 6,900,000 shares represent approximately 72.25% of our issued and outstanding common stock. The number of Mr.
Chui’s number of shares have now been restated to 1,380,000 to reflect a one-for-five reverse split. Mr. Chui currently serves as our Director,
Chief Executive Officer and Chief Financial Officer.
On January 10, 2006, by a joint written consent of our Board of Directors and our controlling stockholder, Mr. Chui, our Board of
Directors and Mr. Chui approved an amendment of our Certificate of Incorporation (i) to change our corporate name to “Business
Development Solutions, Inc.” and (ii) to effect a one-for-five reverse split of the outstanding shares of our common stock. This amendment to
our Certificate of Incorporation was filed with the Secretary of State of Delaware on February 27, 2006 and has become effective.
We currently continue to have only limited operations. As a result of the termination of the share exchange agreement with Bestway, our
focus is on effecting an acquisition of some as yet unidentified operating company as described under the heading “Proposed Business”
below. We continue to own no real estate and have no full-time employees.
Description of Business
We are currently a shell company that intends to enter into a business combination with one or more as yet unidentified privately held
businesses. Management believes that we will be attractive to privately held operating companies interested in becoming publicly traded by
means of a business combination with us, without offering their own securities to the public. We will not be restricted in our search for
business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a
private business engaged in any line of business. Management's discretion is, as a practical matter, unlimited in the selection of a combination
candidate.
If we effect a business combination with any entity unaffiliated with our current management, our current officers and directors probably
will resign their directorship and officer positions with us in connection with our consummation of a business combination (see “Form of
Acquisition” below). In such an instance, our current management will not have any control over the conduct of our business following the
completion of a business combination.
It is anticipated that prospective business opportunities will come to our attention from various sources, including our management, our
other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. We do not have any plans, understandings, agreements, or
commitments with any individual or entity to act as a finder of or as a business consultant in regard to any business opportunities for us.
There are no plans to use advertisements, notices or any general solicitation in the search for combination candidates.
Pre-Combination Activities
We are a “blank check” company, defined as an inactive, publicly quoted company with nominal assets and liabilities. With these
characteristics, management believes that we will be attractive to privately held companies interested in becoming publicly traded by means of
a business combination with us, without offering their own securities to the public. The term “business combination” (or “combination”)
means the result of (i) a statutory merger of a combination candidate into or its consolidation with us or our wholly owned subsidiary that
would be formed for the purpose of the merger or consolidation, (ii) the exchange of our securities for the assets or outstanding equity
securities of a privately held business, or (iii) the sale of securities by us for cash or other value to a business entity or individual, and similar
transactions.
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A combination may be structured in one of the foregoing ways or in any other form which will result in the combined entity being a
publicly held corporation. It is unlikely that any proposed combination will be submitted for the approval of our shareholders prior to
consummation. Pending negotiation and consummation of a combination, we anticipate that we will have no business activities or sources of
revenues and will incur no significant expenses or liabilities other than expenses related to ongoing filings required by the Exchange Act, or
related to the negotiation and consummation of a combination.
We anticipate that the business opportunities presented to us will (1) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (2) be experiencing financial or operating difficulties; (3) be in need of funds to
develop a new product or service or to expand into a new market; (4) be relying upon an untested product or marketing concept; or (5) have a
combination of the foregoing characteristics. Given the above factors, it should be expected that any acquisition candidate may have a history
of losses or low profitability.
We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry
segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining,
manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other.
Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Our management will seek combination
candidates in the United States and other countries, as available time permits, through existing associations and by word of mouth.
There is no assurance that we will be successful in locating a suitable combination candidate or in concluding a business combination
on terms acceptable to us. Our Board of Directors has not established a time limitation by which we must consummate a suitable combination;
however, if we are unable to consummate a suitable combination within a reasonable period, such period to be determined at the discretion of
our Board of Directors, the Board of Directors will probably recommend that we liquidate and dissolve. It is anticipated that we will not be able
to diversify, but will essentially be limited to one such venture because of our lack of capital. This lack of diversification will not permit us to
offset potential losses from one acquisition against profits from another, and should be considered an adverse factor affecting any decision to
purchase our securities.
Our Board of Directors has the authority and discretion to complete certain combinations without submitting them to the stockholders
for their prior approval. Our shareholders should not anticipate that they will have any meaningful opportunity to consider or vote upon any
candidate selected by our management for acquisition. Generally, the prior approval of our shareholders will be required for any statutory
merger of us with or into another company, but shareholder approval will not be required if the following requirements are met: (1) our articles
of incorporation will not change as a result of the merger; and (2) following the merger, each person who was our shareholder immediately prior
to the merger will on the effective date of the merger continue to hold the same number of shares, with identical designations, preferences,
limitations and relative rights. Shareholder approval also will not be required as to any “short-form merger,” meaning the merger into us of a
company in which we already own 90% or more of the equity securities. Moreover, in the event that a business combination occurs in the form
of a stock-for-stock exchange or the issuance of stock to purchase assets, the approval of our shareholders will not be required by law so long
as we acquire the shares or assets of the other company.
Combination Suitability Standards
The analysis of candidate companies will be undertaken by or under the supervision of our President, who is not a professional business
analyst. See “MANAGEMENT” below.
To a large extent, a decision to participate in a specific combination may be made upon management's analysis of the quality of the
candidate company's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of
technological changes, the perceived benefit the candidate will derive from becoming a publicly held entity, and numerous other factors which
are difficult, if not impossible, to objectively quantify or analyze. In many instances, it is anticipated that the historical operations of a specific
candidate may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. We will
be dependent upon the owners and management of a candidate to identify any such problems which may exist and to implement, or be
primarily responsible for the implementation of, required changes. Because we may participate in a business combination with a newly
organized candidate or with a candidate which is entering a new phase of growth, it should be emphasized that we will incur further risks,
because management in many instances will not have proved its abilities or effectiveness, the eventual market for the candidate's products or
services will likely not be established, and the candidate may not be profitable when acquired.
5
Otherwise, we anticipate that we may consider, among other things, the following factors:
1. Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;
2. Our perception of how any particular candidate will be received by the investment community and by our stockholders;
3. Whether, following the business combination, the financial condition of the candidate would be, or would have a significant prospect in
the foreseeable future of becoming sufficient to enable our securities to qualify for listing on an exchange or on NASDAQ, so as to permit the
trading of such securities to be exempt from the requirements of the federal “penny stock” rules adopted by the SEC.
4. Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or from other sources;
5. The extent to which the candidate can be advanced;

6. Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the
industry as a whole;
7. Strength and diversity of existing management, or management prospects that are scheduled for recruitment;
8. The cost of participation by us as compared to the perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.
No one of the factors described above will be controlling in the selection of a candidate. Potentially available candidates may occur in
many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex. It should be recognized that, because of our limited capital available for
investigation and management's limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the
opportunity to be acquired. We cannot predict when we may participate in a business combination. We expect, however, that the analysis of
specific proposals and the selection of a candidate may take several months or more.
Management believes that various types of potential merger or acquisition candidates might find a business combination with us to be
attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current
shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the
possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities
will be of assistance in that process. Acquisition candidates that have a need for an immediate cash infusion are not likely to find a potential
business combination with us to be an attractive alternative.
6
Prior to consummation of any combination (other than a mere sale by insiders of a controlling interest in our common stock) we intend to
require that the combination candidate provide us with the financial statements required by ITEM 8-04 of Regulation S-X, including at the least
an audited balance sheet as of the most recent fiscal year end and statements of operations, changes in stockholders' equity and cash flows
for the two most recent fiscal years, audited by certified public accountants acceptable to our management and who are registered with the
Public Company Accounting Oversight Board, and the necessary unaudited interim financial statements. Such financial statements must be
adequate to satisfy our reporting obligations under Section 15(d) or 13 of the Exchange Act. If the required audited financial statements are not
available at the time of closing, our management must reasonably believe that the audit can be obtained in less than 60 days. This requirement
to provide audited financial statements may significantly narrow the pool of potential combination candidates available, since most private
companies are not already audited. Some private companies will either not be able to obtain an audit or will find the audit process too
expensive. In addition, some private companies on closer examination may find the entire process of being a reporting company after a
combination with us too burdensome and expensive in light of the perceived potential benefits from a combination.
Form of Acquisition
It is impossible to predict the manner in which we may participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of our promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of us and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such
structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements.
We may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure
may require our merger, consolidation or reorganization with other corporations or forms of business organization, and although it is likely,
there is no assurance that we would be the surviving entity. In addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our existing directors may
resign and new directors may be appointed without any vote or opportunity for approval by our shareholders.
It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other of our
securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, depends upon the
issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the common stock of the combined entities
immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free”
provisions provided under the Internal Revenue Code, our current stockholders would retain in the aggregate 20% or less of the total issued
and outstanding shares. This could result in substantial additional dilution in the equity of those who were our stockholders prior to such
reorganization. Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a
controlling interest in us by the current officers, directors and principal shareholders.
It is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the
transaction, we may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at
specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market that might develop
in our securities may have a depressive effect upon such market.
We will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto,
specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to
such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous
other terms.
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As a general matter, we anticipate that we, and/or our officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to signing a binding agreement. Such a letter of intent will set
forth the terms of the proposed acquisition but will not bind any of the parties to consummate the transaction. Execution of a letter of intent
will by no means indicate that consummation of an acquisition is probable. Neither we nor any of the other parties to the letter of intent will be
bound to consummate the acquisition unless and until a definitive agreement concerning the acquisition as described in the preceding
paragraph is executed. Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any
party elect to exercise any right provided in the agreement to terminate it on specified grounds.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the
time or soon after the goods and services are provided, our inability to pay until an indeterminate future time may make it impossible to procure
goods and services.
Post Combination Activities
Management anticipates that, following consummation of a combination, control of us will change as a result of the issuance of
additional common stock to the shareholders of the business acquired in the combination. Once ownership control has changed, it is likely
that the new controlling shareholders will call a meeting for the purpose of replacing our incumbent directors with candidates of their own, and
that the new directors will then replace the incumbent officers with their own nominees. Rule 14f-1 under the Exchange Act requires that, if in
connection with a business combination or sale of our control there should arise any arrangement or understanding for a change in a majority
of our directors and the change in the board of directors is not approved in advance by our shareholders at a shareholder meeting, then none
of the new directors may take office until at least ten (10) days after an information statement has been filed with the Securities and Exchange
Commission and sent to our shareholders. The information statement furnished must as a practical matter include the information required by
Items 6(a), (d) and (e), 7 and 8 of Schedule 14A of Regulation 14A in a proxy statement.
Following consummation of a combination, management anticipates that we will file a current report on Form 8-K with the Commission
which discloses among other things the date and manner of the combination, material terms of the definitive agreement, the assets and
consideration involved, the identity of the person or persons from whom the assets or other property was acquired, changes in management
and biographies of the new directors and executive officers, identity of principal shareholders following the combination, and contains the
required financial statements. Such a Form 8-K report also will be required to include all information that is required to be disclosed under a
Form 10 relating to the target company.
Potential Benefit to Insiders
In connection with a business combination, it is possible that shares of common stock constituting control of us may be purchased from
our current principal shareholders (“insiders”) by the acquiring entity or its affiliates. If stock is purchased from the insiders, the transaction is
very likely to result in substantial gains to them relative to the price they originally paid for the stock. In our judgment, none of our officers and
directors would as a result of such a sale become an “underwriter” within the meaning of Section 2(11) of the Securities Act of 1933, as
amended. No bylaw or charter provision prevents insiders from negotiating or consummating such a sale of their shares. The sale of a
controlling interest by our insiders could occur at a time when the other shareholders of the Company remain subject to restrictions on the
transfer of their shares, and it is unlikely that our shareholders generally will be given the opportunity to participate in any such sale of shares.
Moreover, our shareholders probably will not be afforded any opportunity to review or approve any such buyout of shares held by an officer,
director or other affiliate, should such a buyout occur.
8
We may require that a company being acquired repay all advances made to us by our shareholders and management, at or prior to
closing of a combination. Otherwise, there are no conditions that any combination or combination candidate must meet, such as buying stock
from our insiders or paying compensation to any of our officers, directors or shareholders or their respective affiliates.
Possible Origination of a Business
The Board of Directors has left open the possibility that, instead of seeking a business combination, we may instead raise funding in
order to originate an operating business, which may be in any industry or line of business, and could involve our origination of a start-up
business, purchase and development of a business already originated by third parties, joint venture of a new or existing business, or take any
other lawful form. It is also possible that we may engage in one or more combinations, as discussed above, and originate a business in
addition. Potential shareholders should consider that management has the widest possible discretion in choosing a business direction for us.
Any funds needed to originate and develop a business would almost certainly be raised from the sale of our securities, since we lack the
creditworthiness to obtain a loan. Management does not believe that our principal shareholders, directors or executive officers would be
willing to guarantee any debt taken on, and obtaining a loan without personal guarantees is unlikely. Capital could possibly be raised from the
sale of debt instruments convertible into common stock upon the occurrence of certain defined events, but no such funding has been offered.
We have no current plans to offer or sell any securities, but would be agreeable do so if a worthy business opportunity presents itself and
adequate funding then appears to be available.
Use of Consultants and Finders
Our management might hire and pay an outside consultant to assist in the investigation and selection of candidates, and might pay a
finder's fee to a person who introduces a candidate with which we complete a combination. Since our management has no current plans to use
any outside consultants or finders to assist in the investigation and selection of candidates, no policies have been adopted regarding use of
consultants or finders, the criteria to be used in selecting such consultants or finders, the services to be provided, the term of service, or the
structure or amount of fees that may be paid to them. However, because of our limited resources, it is likely that any such fee we agree to pay
would be paid in stock and not in cash.
It is possible that compensation in the form of common stock, options, warrants or other of our securities, cash or any combination
thereof, may be paid to outside consultants or finders. None of our securities will be paid to our officers, directors or promoters or any of their
respective affiliates in the form of finders fees. Any payments of cash to a consultant or finder would be made by the business acquired or
persons affiliated or associated with it, and not by us. It is possible that the payment of such compensation may become a factor in any
negotiations for our acquisition of a business opportunity. Any such negotiations and compensation may present conflicts of interest
between the interests of persons seeking compensation and those of our shareholders, and there is no assurance that any such conflicts will
be resolved in favor of our shareholders.
State Securities Laws and Considerations
Section 18 of the Securities Act of 1933, as amended, provides that no law, rule, regulation, order or administrative action of any state
may require registration or qualification of securities or securities transactions that involve the sale of a “covered security”. The term “covered
security” is defined in Section 18 to include among other things transactions by “any person not an issuer, underwriter or dealer”, (in other
words, secondary transactions in securities already outstanding) that are exempted from registration by Section 4(1) of the Securities Act of
1933, provided the issuer of the security is a “reporting company,” meaning that it files reports with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act.
9
Section 18 preserves the authority of the states to require certain limited notice filings by issuers and to collect fees as to certain
categories of covered securities, specifically including Section 4(1) secondary transactions in the securities of reporting companies. Section 18
expressly provides, however, that a state may not “directly or indirectly prohibit, limit, or impose conditions based on the merits of such
offering or issuer, upon the offer or sale of any (covered) security.” This provision prohibits states from requiring registration or qualification
of securities of an Exchange Act reporting company which is current in its filings with the SEC.
The states generally are free to enact legislation or adopt rules that prohibit secondary trading in the securities of “blank check”
companies like us. Section 18 of the Act, however, preempts state law as to covered securities of reporting companies. Thus, while the states
may require certain limited notice filings and payment of filing fees by us as a precondition to secondary trading of our shares in those states,
they cannot, so long as we are a reporting issuer, prohibit, limit or condition trading of our securities based on the fact that we are or ever were
a blank check company. We will comply with such state limited notice filings as may be necessary in regard to secondary trading. At this time,
our stock is not actively traded in any market, and an active market in our common stock is not expected to arise, if ever, until after completion
of a business combination.
No Investment Company Act Regulation
Prior to completing a combination, we will not engage in the business of investing or reinvesting in, or owning, holding or trading in
securities, or otherwise engaging in activities which would cause us to be classified as an “investment company” under the 1940 Act. To
avoid becoming an investment company, not more than 40% of the value of our assets (excluding government securities and cash and cash
equivalents) may consist of “investment securities”, which is defined to include all securities other than U.S. government securities and
securities of majority-owned subsidiaries. Because we will not own less than a majority of any assets or business acquired, we will not be
regulated as an investment company. We will not pursue any combination unless it will result in our owning at least a majority interest in the
business acquired.
Competition
We will be in direct competition with many entities in our efforts to locate suitable business opportunities. Included in the competition
will be business development companies, venture capital partnerships and corporations, small business investment companies, venture capital
affiliates of industrial and financial companies, broker-dealers and investment bankers, management and management consultant firms and
private individual investors. Most of these entities will possess greater financial resources and will be able to assume greater risks than those
which we, with our limited capital, could consider. Many of these competing entities will also possess significantly greater experience and
contacts than our management. Moreover, we also will be competing with numerous other blank check companies for such opportunities.
Employees
We have no full-time employees, and our only employees currently are our officers. It is not expected that we will have additional full-
time or other employees except as a result of completing a combination.
ITEM 2. DESCRIPTION OF PROPERTY.
We neither own nor lease any real estate or other properties. Our offices are located in the offices of Shixin Enterprise Application
Software (Shanghai) Co. Ltd. under an arrangement between Mr. Chui in his personal capacity and such company. The space is provided to us
at no charge. This arrangement will continue until we raise funding to originate a business or complete an acquisition of another operating
business.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings which are pending or have been threatened against us or any officer, director or control person of which
management is aware.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth fiscal quarter of 2008, no matters were submitted to a vote of security holders, through the solicitation of proxies or
otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
Reverse Split
On February 27, 2006, we amended our Certificate of Incorporation to effect a one-for-five reverse split of the outstanding shares of our
common stock. Our common stock has not actively traded for several years. As a result, no established market for the common stock has
existed for several years. During that period, we have, from time to time, engaged in discussions with potential acquisition or reverse merger
candidates. In many instances, concerns were raised over the number of common shares issued and outstanding and the potential impact on
the future price of our common stock should we successfully effectuate an acquisition or a reverse merger. The Board of Directors determined
that a one-for-five reverse split would eliminate any objections which might be raised in future discussion and still avoid the loss of a
significant number of our shareholders.
Market Information
Our common stock is quoted under the symbol “BDEV.OB” on the OTC Bulletin Board maintained by the National Association of
Securities Dealers, Inc. The common stock has experienced almost no trading. No active trading market is expected to arise (if one ever arises),
unless and until we successfully complete a business combination. Our registrar and transfer agent is STALT, Inc., 671 Oak Grove Avenue,
Suite C, Menlo Park, California 94025. Their telephone number is (650) 321-7111.
There currently is no public market for our common stock, and no assurance can be given that a market will develop or that a shareholder
ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile.
Unless and until our common shares are quoted on the NASDAQ system or listed on a national securities exchange, it is likely that the
common shares will be defined as “penny stocks” under the Exchange Act and SEC rules thereunder.
The Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to specified
exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
that a broker or dealer approve a person's account for transactions in penny stocks and
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must
obtain financial information and investment experience and objectives of the person; and
make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form, specifies
the basis on which the broker or dealer made the suitability determination; and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
11
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information
on the limited market in penny stocks.
Reports to Stockholders
We plan to furnish our stockholders with an annual report for each fiscal year ending December 31 containing financial statements
audited by our independent certified public accountants. Additionally, we may, in our sole discretion, issue unaudited quarterly or other
interim reports to our stockholders when we deem appropriate. We intend to maintain compliance with the periodic reporting requirements of
the Securities Exchange Act of 1934.
Holders
As of December 31, 2008, we have 1,910,150 shares of common stock issued and outstanding held by approximately 159 shareholders of
record.
Dividends
We have not declared or paid any dividends on our common stock to date. Management anticipates that any future earnings will be
retained as working capital and used for business purposes. Accordingly, it is unlikely that we will declare or pay any such dividends in the
foreseeable future.
Securities Authorized For Issuance under Equity Compensation Plans
(a) (b) (c)

Plan Category Number of securities to be issued Weighted –average prices of Number of securities available for
upon exercise of outstanding outstanding options, warrants and future issuance under equity
options, warrants and rights rights compensation plans (excluding
securities reflected in column (a)
Equity compensation plans -0- N/A 40,000,000

approved by security holders
Equity compensation plans not -0- N/A

approved by security holders
Total 40,000,000
Recent Sales of Unregistered Securities
Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any
of our securities in a private placement transaction or otherwise during the past three years.
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ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS.
Overview
We were incorporated under the laws of the State of Colorado on January 28, 1987, under the name Atlas-Republic Corporation. Prior to
1997, the Company through its subsidiary, Geda Laboratories (Canada) Limited (“Geda”), had acquired the exclusive marketing and distribution
rights in Canada to certain proprietary products, including a topical (skin) barrier lotion and an antiseptic spermicide. Geda has been inactive
since 1997, and in April 2002 was dissolved. On November 18, 2002, we effected our re-incorporation as a Delaware corporation by merging
with our wholly-owned subsidiary, AMCO Transport Holdings, Inc., a Delaware corporation, with AMCO continuing as the surviving
corporation of the merger. In connection with the merger, our name was changed to AMCO Transport Holdings, Inc. Upon consummation of
the merger, each share of common stock of Atlas-Republic Corporation (the predecessor corporation) was automatically exchanged for one
share of common stock of AMCO Transport Holdings, Inc. (the then-surviving corporation) and the stockholders of Atlas automatically
became stockholders of AMCO, in accordance with the terms of an Agreement and Plan of Re-incorporation and Merger between the two
companies, dated April 23, 2002. On January 10, 2006, by a joint written consent of our Board of Directors and our controlling stockholder, Mr.
Chui, our Board of Directors and Mr. Chui approved an amendment of our Certificate of Incorporation (i) to change our corporate name to
“Business Development Solutions, Inc.” and (ii) to effect a one-for-five reverse split of the outstanding shares of our common stock. This
amendment to our Certificate of Incorporation was filed with the Secretary of State of Delaware on February 27, 2006 and has become effective.
We are currently a “blank check” or “shell” company that has no specific business plan or purpose over the next twelve months other
than to acquire an operating business or valuable assets of an unidentified company or companies, or to locate and negotiate with a business
entity for a combination with our Company. We will not be restricted in our search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business,
including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high
technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination
candidate.
Plan of Operation
Our management will seek combination candidates in the United States and other countries, as available time and resources permit,
through existing associations and by word of mouth. The combination will most likely take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances such a target company may wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
We do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment, except
as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase
currently is anticipated. Similarly, we do not expect to hire employees, except as a result of completing a business combination, and any such
employees likely will be persons already then employed by the company acquired.
The SEC and some states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. The SEC
has issued an interpretive letter to the NASD which states in part that promoters or affiliates of a blank check company and their transferees
would act as “Underwriters” under the Securities Act when reselling the securities of a blank check company. The letter also states that the
securities can only be resold through a registered offering despite technical compliance with Rule 144. The SEC also takes the position that,
with regard to the securities of blank check companies acquired by non-affiliates, these securities may not be sold under Rule 144. Rather their
subsequent resale must be registered. As a result of the foregoing, our stockholders will not be able to rely on the provisions of Rule 144.
These rules and regulations may hinder our ability to issue securities and create a public market in our stock until we are able to successfully
implement our business plan and we are no longer classified as a blank check company.
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Results of Operations
We anticipate that we will not have any operations unless and until we complete a business combination as described above.
For the years ended December 31, 2008 and 2007, we had no revenues and incurred a net loss of $46,826 for the year ended December 31,
2008, as compared to net loss of $44,230 for the year ended December 31, 2007.
All general and administrative expenses of $38,706 and $36,110 in calendar years 2008 and 2007, respectively, related primarily to
accounting, legal and miscellaneous general and administrative fees that are applicable to all public companies.
Liquidity and Capital Resources
We had no cash on hand at December 31, 2008 and have no cash to meet ongoing expenses or debts that may accumulate. As of
December 31, 2008, we had an accumulated deficit of $1,062,926. We have debts (current liabilities) totaling $335,375, of which $325,875 was
owed to Mr. Shu Keung Chui, our controlling stockholder. The remaining accrued liabilities of $9,500 were accrued audit and accounting fees.
We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our
reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and
expenses in the event we make an acquisition or attempts but are unable to complete an acquisition. Our cash requirements for the next twelve
months are relatively modest, principally legal, accounting expenses and other expenses relating to making the filings required under the
Exchange Act, which, if our business model remains the same in 2009 as it did in 2008, should not exceed $50,000 in the fiscal year ending
December 31, 2009. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a
business combination with one or more potential acquisitions could also amount to thousands of dollars.
Our current management has informally agreed to continue rendering services to us and to not demand compensation unless and until
we complete an acquisition. The terms of any such payment will have to be negotiated with the principals of any business acquired. The
existence and amounts of our debt may make it more difficult to complete, or prevent completion of, a desirable acquisition.
We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than
acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for
operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it
is not certain they will always want or be financially able to do so. Our shareholders and management members who advance money to us to
cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a
combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their
affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain
needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses
and expect payment reimbursement only.
Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to
either loan money to us or buy our securities. There is no assurance whatever that we will be able to raise necessary funds from outside
sources. Such a lack of funds could result in severe consequences to us, including among others:
14
1. failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of
trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;
2. curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
3. inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related
expenses.
We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and
negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit.
Risk Factors
You should carefully consider the risks described below, which constitute the material risks facing us. If any of the following risks
actually occur, our business could be harmed. You should also refer to the other information about us contained in this Form 10-K,
including our financial statements and related notes.
We have had no operating history nor any revenues or earnings from operations.
We have had no operating history nor any revenues or earnings from operations. We have no significant assets or financial resources.
We have operated at a loss to date and will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination.
Our management team does not devote its full time to our business and operations.
Our officers and directors, who serve only on a part-time basis, have had limited experience in the business activities contemplated by
us, yet we will be solely dependent on them. We lack the funds or other incentive to hire full-time experienced management. Each of our
management members has other employment or business interests to which he devotes his primary attention and will continue to do so,
devoting time to us only on an as-needed basis. We have not obtained key man life insurance on the lives of any member of our management
team. The loss of the services of any member of our management team would adversely affect development of our business and our likelihood
of continuing operations on any level.
We may have conflicts of interest with our management team.
Conflicts of interest and non-arms length transactions may arise in the future. The terms of a business combination may include terms
like the retention of our current officers and directors as officers and directors of the successor company in the business combination. The
terms of a business combination may provide for a payment by cash or otherwise to members of our management team for the purchase or
retirement of all or part of our common stock that is held by them or for services rendered incident to or following a business combination. Our
management team would directly benefit from this type of employment or payment. These benefits may influence our management team's
choice of a target company. Our certificate of incorporation provides that we may indemnify our officers and/or directors for liabilities, which
can include liabilities arising under the securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to this
indemnification.
Our proposed operations are purely speculative.
The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of
the identified target company. While business combinations with entities having established operating histories are preferred, there can be no
assurance that we will be successful in locating candidates meeting these criteria. If we complete a business combination, the success of our
operations will be dependent upon management of the target company and numerous other factors beyond our control. There is no assurance
that we can identify a target company and consummate a business combination.
15
We are subject to the penny stock rules.
Our securities may be classified as penny stock. The Commission has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq SmallCap Market or on a national securities
exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery of a document to investors stating the risks,
special suitability inquiry, regular reporting and other requirements. Prices for penny stocks are often not available and investors are often
unable to sell this stock. Thus, an investor may lose his investment in a penny stock and consequently should be cautious of any purchase of
penny stocks.
We may have significant difficulty in locating a viable business combination candidate.
We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities.
A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies
which may be merger or acquisition target candidates for us. Nearly all of these competitors have significantly greater financial resources,
technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
It is possible that the per share value of your stock will decrease upon the consummation of a business combination.
A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the
assets acquired in a business combination, the per share value of our common stock may decrease, perhaps significantly.
Any business combination that we engage in may have tax effects on us.
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake.
Currently, a business combination may be structured so as to result in tax-free treatment to both companies pursuant to various federal and
state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and
the target company; however, there can be no assurance that a business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS.
Our financial statements for the fiscal years ended December 31, 2008 and 2007, and the reports thereon of Child, Van Wagoner & Bradshaw,
PLLC, are included in this annual report.
16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Child, Van Wagoner & Bradshaw, PLLC, or CVB, has served as our independent auditor in connection with the audits of our fiscal years
ended December 31, 2006 and 2005 forward. CVB’s reports on our financial statements for the fiscal years ended December 31, 2005 and 2006 or
for any subsequent interim period did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
There have been no disagreements between us and CVB on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to CVB’s satisfaction, would have caused CVB to make
reference to the subject matter of the disagreement in connection with its report. No reportable events of the type described in Item
304(a)(1)(iv)(B) of Regulation S-B occurred during the two most recent fiscal years.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time
period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management, including Shu Keung Chui, our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008.
Based on that evaluation, Mr. Chui concluded that as of December 31, 2008, and as of the date that the evaluation of the effectiveness of our
disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which
they are intended.
Internal Controls Over Financial Reporting
Management’s Annual Report on Internal Control over Financial Reporting.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over
financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal
control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including Shu Keung
Chui, our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over
financial reporting is effective, as of December 31, 2008.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Controls over Financial Reporting.
During the fiscal year ended December 31, 2008, there were no changes in our internal control over financial reporting identified in
connection with the evaluation performed during the fiscal year covered by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
17
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors, Executive Officers Promoters and Control Persons
Our directors, their ages, the year in which each first became a director and their principal occupations or employment during the past five
years are:
NAME AGE POSITION(S) WITH THE COMPANY

Shu Keung 46 President and Chief Executive Officer since January 10, 2006 and a Director since January 29, 2005.
Chui
Shu Keung Chui currently serves as the Chairman of the Board of Shanghai Shixin Information Technology Co., Ltd. (Shixin). Since April
1999, Mr. Chui has also been serving as the Chairman of the Board of Shangxin Enterprise Group Co. Ltd., and he has been a director of
Superwisdom Co., Ltd. since January 2000. Prior to joining Shixin, Mr. Chui was the Business Development Manager of Hong Kong
Sunflowers Travel Limited and worked for American Fabrics Co. as a Commercial Manager. Mr. Chui is a citizen of Hong Kong and received a
Bachelor of International Business degree from the Hong Kong Songren Institute.
None of our directors has received any compensation from us, and there have been no transactions between us and any of these
directors other than as set forth in “Item 12. Certain Relationships and Related Transactions” below.
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. None of the
directors, director designees or executive officers to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment,
decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
Compliance with Section 16(A) of the Securities Exchange Act Of 1934
Section 16(a) of the 1934 Exchange Act requires the Company's directors and officers, and the persons who beneficially own more than
ten percent of the common stock of our Company, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Rule 16a-3 promulgated under the 1934
Exchange Act. Based solely on the reports received by the Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing requirements during the fiscal year ended December 31, 2008.
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Code of Ethics
On February 20, 2004, our board of directors adopted a code of ethics that our principal financial officer, principal accounting officer or
controller and any person who may perform similar functions is subject to. We have filed the code of ethics as exhibit 14 to the 2003 Annual
Report on Form 10-KSB with the SEC on April 14, 2004.
Board Composition and Committees
We do not have a standing audit, nominating or compensation committee or any committee performing a similar function although we
intend to form such committees in the future after we combine with an operating entity.
We do not have any audit committee financial expert serving on our board of directors. We are currently a blank check company whose
plan of operation is to seek, and if possible, acquire an operating business or assets by entering into a business combination. As such, we
have no capital resources and very little business or financial activity. Therefore, we could not afford to retain a qualified audit committee
financial expert, nor does our business or financial activities currently require the retention of such an expert.
ITEM 11. EXECUTIVE COMPENSATION.
Cash and Other Compensation
For the years ended December 31, 2008 and 2007, and through the date of this report, we have not paid any executive officer or director
any cash or cash equivalent compensation. We have no other agreement or understanding, express or implied, with any director or executive
officer concerning employment or cash or other compensation for services. We will undoubtedly pay compensation to officers and other
employees should we succeed in acquiring a business that has funds available to pay such compensation.
Outstanding Equity Awards at Fiscal Year End
Compensation Pursuant to Plans
For the years ended December 31, 2008 and 2007 and through the date of this report, no director or executive officer has received
compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any
compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will
compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.
Benefit Plans
AMCO 2002 Stock Plan
On April 23, 2002, our board of directors adopted the AMCO 2002 Stock Plan and the AMCO 2002 Employee Stock Compensation Plan.
Our stockholders approved the plans on November 13, 2002. At that time we also terminated our old Employee Stock Compensation Plan and
Compensatory Stock Option Plan.
We have adopted the AMCO 2002 Stock Plan for persons in a “business relationship” with us. The plan defines business relationship as
a relationship in which a person is serving us, our parent, if any, or any of our subsidiaries in the capacity of an employee, officer, director,
advisor or consultant. This plan allows us to grant awards of restricted stock or options to purchase stock, including, incentive stock options,
provided that incentive stock options may only be granted to our employees. We have reserved a maximum of 20,000,000 common shares to be
issued under the plan. The plan is administered by our board or a committee of our board. No shares have been awarded under the AMCO
2002 Stock Plan.
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AMCO 2002 Employee Stock Compensation Plan
We have adopted the 2002 Employee Stock Compensation Plan for “Employees.” The plan defines “Employees” broadly to include (i)
our (and our affiliates') executive officers, our (and our affiliates') officers and directors (including our (and our affiliates') advisory and other
special directors); (ii) our (and our affiliates') full-time and part-time employees; (iii) natural persons engaged by us or our affiliates as a
consultant, advisor or agent; and (iv) a lawyer, law firm, accountant or accounting firm, or other professional or professional firm engaged by
us or our affiliates. We have reserved a maximum of 20,000,000 shares of our common stock to be issued upon the exercise of options granted
under this plan. No shares have been issued under this plan.
Employment Agreements
No person has entered into any employment or similar contract with us. It is not anticipated that we will enter into any employment or
similar contract unless in conjunction with or following completion of a business combination.
Compensation of Directors
We have no standard arrangements in place to compensate our directors for their service as directors or as members of any committee of
directors. In the future, if we retain non-employee directors, we may decide to compensate them for their service to us as directors and
members of committees.
Indemnification of Directors and Executive Officers and Limitation of Liability
Pursuant to the General Corporation Law of the State of Delaware our Certificate of Incorporation provides that no director will have any
personal liability to us or to any of our stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that
this exclusion does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to us or our stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under §174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The following table sets forth, as of the date of this report, the stock ownership of (i) each of our executive officers and directors, (i) of all
our executive officers and directors as a group, and (iii) of each person known by us to be a beneficial owner of 5% or more of our common
stock. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting
power of such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company, except as
may be otherwise noted.
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES (2) PERCENTAGE OF COMMON STOCK (3)
OWNER (1)
Shu Keung Chui 1,500,000 78.5%

7/F, Shum Tower
268 Des Voeux Road Central
Sheung Wan, HK
Stephen M. Siedow 116,574 6.1%

12373 E. Cornell Avenue
Aurora, Colorado 80014
All directors and executive officers as a group 1,500,000 78.5%
___________________________________
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the Commission, shares of
common stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, or other rights, are deemed
outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. However, such shares are
not deemed outstanding for purposes of computing the shares beneficially owned by or percentage ownership of any other person or group.
(2) Unless otherwise noted, all shares listed are owned of record and the record owner has sole voting and investment power, subject to community property
laws where applicable. All shares have been restated to reflect the 5-to-1 reverse split.
(3) Based on 1,910,150 shares of our common stock outstanding.
20
Changes in Control
A change of control probably will occur upon consummation of a business combination, which is anticipated to involve significant
change in ownership of us and in the membership of the board of directors. The extent of any such change of control in ownership or board
composition cannot be predicted at this time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Transactions with Related Persons
On November 19, 2004, Shu Keung Chui acquired 6,900,000 shares of our common stock (72.2%) from Bestway Coach Express Inc., which
had been our controlling stockholder. The officers and directors of Bestway also acted as our officers until November 19, 2004 and as our
directors until January 29, 2005. The acquisition of the shares from Bestway was effected pursuant to a stock purchase agreement, dated
November 19, 2004, among Bestway, Mr. Chui and us. As part of the transaction under the stock purchase agreement, Mr. Chui also took
assignment of the promissory note for the principal amount of $101,500 that the Company issued in favor of Bestway, together with all accrued
and unpaid interest thereon. Pursuant to a second amendment to the promissory note, the principal amount of the note and all interest that has
accrued since April 23, 2002 at a rate of 8%, became due and payable as of September 30, 2005. Mr. Chui paid Bestway a total consideration of
$325,000 for the shares and the promissory note. The shares acquired by Mr. Chui from Bestway have been restated to 1,380,000 to reflect our
one-for-five reverse split in February 2006.
On October 10, 2007, Mr. Chui acquired an additional 120,000 shares of our common stock from Junmin Xu and Wei Dong Hu in a private
transaction, for an aggregate purchase price of $120,000 or $1.00 per share. As a result, Mr. Chui now beneficially owns 1,500,000 shares or
78.5% of our issued and outstanding common stock.
Director Independence
The board of directors is currently composed of our sole director, Mr. Chui. Mr. Chui is not an “independent” director, as that term is
defined under the NASDAQ listing standards.
21
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed for each of the fiscal years ended December 31, 2008 and 2007 for professional services rendered by the
principal accountant for the audit of the registrant's annual financial statements and review of the financial statements included in the
registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $8,750 and $8,500, respectively.
Audit Related Fees
The aggregate fees billed in the fiscal year ended December 31, 2008 and 2007 for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported
under the paragraph captioned “Audit Fees” above are $0 and $0, respectively.
Tax Fees
The aggregate fees billed in the fiscal years ended December 31, 2008 and 2007 for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning were $0 and $0, respectively.
All Other Fees
The aggregate fees billed in the fiscal years ended December 31, 2008 and 2007 for products and services provided by the principal
accountant, other than the services reported above under other captions of this Item 14 are $0 and $0, respectively.
Pre-Approval Policies and Procedures
The Board of Directors has not adopted any pre-approval policies and approves all engagements with the Company’s auditors prior to
performance of services by them.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange
Commission and are incorporated by reference to another report, registration statement or form. As to any shareholder of record requesting a
copy of this report, we will furnish any exhibit indicated in the list below as filed with this report upon payment to us of our expenses in
furnishing the information.
22
Exhibit
NumberExhibit Description
3.1* Certificate of Incorporation of AMCO Transport Holdings, Inc. (filed as Appendix C to AMCO’s Information Statement on Schedule
14C filed October 11, 2002).
Bylaws of AMCO Transport Holdings, Inc. (filed as Appendix D to AMCO’s Information Statement on Schedule 14C filed October 11,
3.2*
2002).
AMCO Transport Holdings, Inc. 2002 Stock Plan (filed as Appendix G to AMCO’s Information Statement on Schedule 14C filed
10.1*
October 11, 2002).
AMCO Transport Holdings, Inc. 2002 Employee Stock Compensation Plan (filed as Appendix H to AMCO’s Information Statement on
10.2*
Schedule 14C filed October 11, 2002).
Share Exchange Agreement, dated June 28, 2002, among AMCO Transport Holdings, Inc., Bestway Coach Express Inc. and the
10.3* stockholders of Bestway Coach Express Inc. (filed as Appendix E to AMCO’s Information Statement on Schedule 14C filed October 11,
2002).
Amendment No. 1 to Share Exchange Agreement, dated July 24, 2002, among AMCO Transport Holdings, Inc. and a majority in interest
10.4* of the stockholders of Bestway Coach Express Inc. (filed as Appendix E to AMCO’s Information Statement on Schedule 14C filed
October 11, 2002).
Amendment No. 2 to Share Exchange Agreement, dated November 13, 2002, among AMCO Transport Holdings, Inc. and a majority in
10.5* interest of the stockholders of Bestway Coach Express Inc. (filed as Exhibit 10.1 to AMCO’s current report on Form 8-K, dated
December 3, 2003).
Stock Purchase Agreement, dated July 12, 2004, among Bestway Coach Express Inc., Shu Keung Chui and AMCO Transport Holdings,
10.6*
Inc. (filed as Exhibit 10.1 to AMCO’s quarterly report on Form 10- QSB, dated August 11, 2004).
Termination Agreement, dated July 12, 2004, between Bestway Coach Express, Inc. and AMCO Transport Holdings, Inc. (filed as
10.7*
Exhibit 10.2 to AMCO’s quarterly report on Form 10-QSB, dated August 11, 2004).
14* Code of Ethics (filed as Exhibit 14 to AMCO’s annual report on Form 10-KSB, dated April 12, 2004).
21 Description of Subsidiaries
31 Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
32
Section 906 of the Sarbanes-Oxley Act of 2002.
___________________________________
* Incorporated by Reference into this Annual Report on Form 10-K.
23
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereto duly authorized individual.
Date: February 25, 2009
By:/s/ Shu Keung Chui

Shu Keung Chui
President, Chief Executive Officer & Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Shu Keung Chui President, February 25, 2009

Shu Keung Chui Chief Executive Officer
& Chief Financial Officer
24
Financial Statements
For the Year Ended December 31, 2008

Index to Financial Statements
PAGE
Report of Independent Registered Public Accounting Firm F-3
Balance Sheets F-4
Statements of Operations F-5
Statement of Changes in Stockholders’ Deficiency F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors

Business Development Solutions, Inc.
Shanghai, PRC
We have audited the accompanying balance sheets of Business Development Solutions, Inc. as of December 31, 2008 and 2007, and the
related statements of operations, changes in stockholders’ deficiency, and cash flows for the years ending December 31, 2008 and 2007. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting, as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Business Development
Solutions, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years ending December 31, 2008
and 2007, in conformity with accounting principles generally accepted in the United States of America.
/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
February 22, 2009
F-3

BALANCE SHEETS
DECEMBER 31, 2008 AND 2007
ASSETS 2008 2007

Current assets:
Prepaid expenses $ - $ -
Total Assets $ - $ -
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current liabilities:
Accrued liabilities $ 9,500 $ 20,492
Due to stockholder - accrued interest and other 224,375 166,557
Note payable to stockholder 101,500 101,500
Total Current Liabilities 335,375 288,549
Commitments and contingencies - -
STOCKHOLDERS’ DEFICIENCY
Preferred stock- $.00001 par value; 20,000,000 shares authorized,
No shares issued and outstanding - -
Common stock - $.00001 par value; 500,000,000 shares authorized,
1,910,150 shares issued and outstanding 19 19
Additional paid-in-capital 727,532 727,532
Accumulated deficit (1,062,926) (1,016,100)
Total Stockholders’ Deficiency (335,375) (288,549)
Total Liabilities and Stockholders’ Deficiency $ - $ -
The accompanying notes are an integral part of the financial statements.
F-4

STATEMENTS OF OPERATIONS
DECEMBER 31, 2008 AND 2007
For The Years Ended

December 31,
2008 2007
Revenue $ - $ -
General and administrative expenses 38,706 36,110

Operating loss (38,706) (36,110)
Other expenses:
Interest expenses (8,120) (8,120)
Net loss (46,826) (44,230)
Basic and diluted net loss per common share $ (0.02) $ (0.02)
Weighted average shares outstanding

1,910,150 1,910,150
F-5

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
Common Additional Accumulated

Stock Amount Paid-in Deficit Total
Shares Capital
Balance, January 1, 2007 1,910,150 $ 19 $ 727,532 $ (971,870) $ (244,319)
Net loss - - - (44,230) (44,230)

`
Balance, December 31, 2007 1,910,150 $ 19 $ 727,532 $ (1,016,100) $ (288,549)
Net loss - - - (46,826) (46,826)
Balance, December 31, 2008 1,910,150 $ 19 $ 727,532 $ (1,062,926) $ (335,375)
F-6

STATEMENTS OF CASH FLOWS
For The Years Ended

December 31,
2008 2007
Net loss $ (46,826) $ (44,230)

Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest 8,120 8,120
Changes in operating assets and liabilities:
Accrued liabilities (10,992) 6,393
Prepaid expenses - 3,290
Net cash used in operating activities (49,698) (26,427)
Cash flows from financing activities

Due to stockholder 49,698 26,427
Net cash flows provided by financing activities 49,698 26,427
Net increase (decrease) in cash - -
Cash - beginning of period - -
Cash - end of period $ - $ -
F-7

NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The financial statements presented are those of Business Development Solutions, Inc. (the "Company" or "BDEV"), formerly known as
AMCO Transport Holdings, Inc. AMCO Transport Holdings, Inc. (AMCO) was formerly Atlas Republic Corporation ("Atlas"). The Company
was incorporated on January 28, 1987 under the laws of the State of Colorado. Prior to 1997, the Company, through its subsidiary, Geda
Laboratories (Canada) Limited ("Geda"), had acquired the exclusive distribution rights in Canada to certain proprietary products, including a
topical (skin) barrier lotion and an antiseptic spermicide. Geda purchased inventory stocks of these products and aggressively tried to market
and sell these products. Since 1997, Geda has been inactive and was dissolved in April 2002.
The Company formed a Delaware subsidiary on April 18, 2002, AMCO Transport Holdings, Inc. AMCO was formed for the sole purpose of
reincorporating the Company in the state of Delaware. On November 18, 2002, after obtaining the requisite stockholder approval at a
stockholders' meeting held on November 13, 2002, the Company was reincorporated as a Delaware corporation through merger. As a result of
the merger, the Company's name was changed to AMCO Transport Holdings, Inc. Upon consummation of the merger, each share of the
Company's common stock was automatically exchanged for one share of the common stock of the Delaware corporation. On February 27, 2006
the Company changed its name to Business Development Solutions, Inc. The Company's common stock continues to be quoted on the NASD
over-the-counter bulletin board. The symbol for the common stock is “BDEV.OB”.
F-8

NOTES TO FINANCIAL STATEMENTS
CAPITAL RESOURCES AND BUSINESS RISKS
The Company's future operations are subject to all of the risks inherent in the establishment of a new business enterprise. At December 31,
2008 current liabilities exceeded current assets by $335,375.
The financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the
realization and satisfaction of liabilities and commitments in the normal course of business. At December 31, 2008, the Company had an
accumulated deficit of $1,062,926. Operations to date have been primarily financed by stockholder debt and equity transactions. As a result,
the Company's future operations are dependent upon the identification and successful completion of permanent equity financing, the
continued support of shareholders and ultimately, the achievement of profitable operations. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset amounts nor to amounts and classification of liabilities that may
be necessary should it be unable to continue as a going concern.
RESULTS OF OPERATIONS
During the years ended December 31, 2008 and 2007, the Company has engaged in no business operations other than the acquisition of capital
for general and administrative expenses. During these years, the Company received no operating revenues. General and administrative
expenses consist primarily of professional fees.
The Company is seeking to carry out its plan of business to complete a merger or business acquisition transaction. The Company's existing
capital will not be sufficient to meet the Company's cash needs, including complying with its continuing reporting obligation under the
Securities Exchange Act of 1934. Accordingly, additional capital will be required by either the major stockholder or other equity financing.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
F-9

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting
Principles (“FAS 162"). This Standard identifies the sources of accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting
principles. FAS 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting
accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. The Standard is
effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The meaning
of “Present Fairly in Conformity with Generally Accepted Accounting Principles”. FAS 162 is not expected to have an impact on the financial
statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments ("SFAS 107"), requires entities to
disclose the fair values of financial instruments except when it is not practical to do so. Under SFAS No. 107, it is not practical to make this
disclosure when the costs of formulating the estimated values exceed the benefit when considering how meaningful the information would be
to financial statement users.
As a result of the difficulties presented in the valuation due to officer/stockholder, because of its related party nature, estimating the fair value
of this financial instrument is not considered practical. The fair values of all other assets and liabilities do not differ materially from their
carrying amounts.
INCOME TAXES
In June 2006, the Financial Accounting Standard Board (“FASB”) issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes. FIN 48 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions
recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. Tax positions
must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent
periods. The provisions of FIN 48 are to be applied to all tax positions under Statement No. 109 upon initial adoption. The cumulative effect of
applying the provisions of this interpretation is to be reported as an adjustment to the opening balance of retained earnings for that fiscal year.
FIN 48 was effective for fiscal years beginning after December 15, 2006. In January 2008, the FASB approved FASB Staff Position (FSP) No.
FIN 48-6 – “Effective Date of FASB Interpretation No. 48 for Nonpublic Enterprise”, permitting nonpublic enterprise to defer implementation
of FIN 48 until period beginning after December 15, 2007.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the statement of operations during the year that includes the enactment date.
EARNINGS (LOSS) PER COMMON SHARE
Earnings (Loss) per common share is computed by dividing the net loss by weighted average shares outstanding during the year.
F-10

2. STOCK TRANSACTIONS
PREFERRED STOCK
No shares of preferred stock have been issued or are outstanding. Dividends, voting rights and other terms, rights and preferences of the
preferred shares have not been designated but may be designated by the Board of Directors from time to time. Dividends may be paid on
outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote. The Company does not intend
to declare any dividends for the foreseeable future.
3. STOCK OPTION PLANS
1998 STOCK OPTION PLAN
The Company had adopted a compensation stock option plan (the "CSO Plan") and employee stock compensation plan (the "1998 ESC Plan").
No options have been granted under either plan. Both plans (the CSO and ESC) were terminated November 13, 2002. On the same date, two
new plans, the AMCO 2002 Stock Plan (the "Stock Plan") and the AMCO 2002 Employee Stock Compensation Plan (the "ESC Plan"), were
implemented.
AMCO 2002 STOCK PLAN
The Company adopted the Stock Plan for persons in a "business relationship" with the Company. The Stock Plan defines business
relationship as a relationship in which a person is serving the Company, its parent, if any, or any of its subsidiaries in the capacity of an
employee, officer, director, advisor or consultant. The Stock Plan allows the Company to grant awards of restricted stock or options to
purchase stock, including, incentive stock options, provided that incentive stock options may only be granted to the Company's employees.
The Company has reserved a maximum of 20,000,000 common shares to be issued under the Stock Plan. No employee will be granted options
for more than 2,000,000 shares of common stock, or awarded more than 2,000,000 restricted shares under the Stock Plan in any one fiscal year.
The exercise price of each incentive stock option granted under the Stock Plan is generally equal to the market price of the Company's stock on
the date of grant.
The exercise price for incentive stock options granted to stockholders with more than a 10% voting interest in the Company will be not less
than 110% of the market price of the Company's stock on the date of grant. The exercise price for non-statutory options will not be less than
50% of the market price of the Company's stock on the date of grant. The maximum term of the options is ten years. The options vesting period
will be determined by the Board of Directors and will be set forth in each option agreement, but cannot be longer than ten years after the
option is granted. The plan is administered by the Company's board or a committee of the board. No shares or options have been awarded
under the Stock Plan.
2002 EMPLOYEE STOCK COMPENSATION PLAN
The Company has adopted the ESC Plan which allows for the issuance of up to 20,000,000 shares of common stock to employees, officers,
directors and consultants of the Company. No employee shall be granted more than 2,000,000 shares of common stock under the ESC Plan in
any one fiscal year of the Company. The Company's board (or a compensation committee) has complete discretion to determine when and to
which eligible participant shares may be granted, and the number of shares to be awarded to each eligible participant subject to the limitation
set forth above. A grant to an eligible participant may be made for cash, property, services rendered or other form of payment constituting
lawful consideration under applicable law. Shares awarded other than for services rendered will be sold at not less than the fair value of the
shares on the date of grant. No shares have been awarded under the ESC Plan.
F-11

4. INCOME TAXES
The Company did not provide any current or deferred federal or state income tax provision or benefit for any of the years presented because to
date, it has experienced operating losses. The Company has a federal net operating loss carry forward of approximately $1,063,000 expiring in
future years. The tax benefit of this net operating loss, based on an effective tax rate of 35%, is approximately $372,000 and has been offset by
a full allowance for business combinations under Internal Revenue Code IRC Section 381. For the year ended December 31, 2008, based on an
effective tax rate of 35%, the valuation allowance increased by approximately $16,000.
5. NOTE PAYABLE STOCKHOLDER
Bestway, the directors, executive officers, their affiliates and related parties owned beneficially and in the aggregate, the majority of the voting
power of the outstanding shares of the common stock of the Company.
On November 19, 2004, Shu K. Chui, ("Chui") a citizen of Hong Kong, acquired all the 6,900,000 shares (the "Shares") held by Bestway. The
6,900,000 shares represent approximately 72.2% of Registrant's issued and outstanding common stock, being the only class of stock issued
and outstanding. Chui acquired the shares pursuant to a Stock Purchase Agreement among the Registrant, Bestway and Chui dated November
19, 2004 ("Purchase Agreement").
In connection with the acquisition of the Shares, Chui took assignment of all of Bestway's right, title and interest under a promissory note in
the principal amount of $101,500 dated April 23, 2002 made by Registrant in favor of Bestway. The principal amount under the note bears
simple interest at the rate of 8% per year. As of November 19, 2004 being the effective date of the acquisition transaction, no principal or
interest payments had been made under the note on which interest has accrued in the sum of $54,348 and is included on the balance sheet
under the caption due to stockholder – accrued interest and other.
During the year, Chui paid legal and other expenses on behalf of the Company. The total expenses paid on behalf of the Company, from
November 19, 2004 to date total $170,027 and are payable to Chui as a non-interest bearing demand loan. This loan is also shown in the caption
due to stockholder – accrued interest and other. The outstanding principal under the note continues to bear simple interest at the rate of 8%
per year.
F-12

5. NOTE PAYABLE STOCKHOLDER (CONTINUED)
Chui paid Bestway total consideration of $325,000.00 under the Purchase Agreement. $122,434.03 of the purchase price was applied for the
acquisition of the promissory note and the remaining $202,565.97 was applied as payment for the Shares, yielding a price per share of $0.029.
The balance of the note payable, including accrued interest, to Chui at December 31, 2008 was $155,848.
Accordingly, Chui, the directors, executive officers, their affiliates and related parties, if they voted their shares uniformly, would have the
ability to control the approval of most corporate actions.
As part of this Purchase Agreement, Bestway was required to indemnify Chui from and against the entirety of any liabilities arising out of the
ownership of the Shares or operation of the Company prior to the Closing. Therefore, all expenses that were paid by Bestway from April 23,
2002, totaling $49,457, that were due to Bestway from the Company were extinguished as part of this Purchase Agreement, and were
accordingly recorded on the statement of operations as an Extraordinary Item, Extinguishment of Debt.
F-13
EXHIBIT 21
List of Subsidiaries
Business Development Solutions, Inc. does not have any subsidiaries.
Exhibit 31
CERTIFICATIONS
I, Shu Keung Chui, certify that:
1. I have reviewed this annual report on Form 10-K of Business Development Solutions, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
By: /s/ Shu Keung Chui

- -----------------------------------------
Shu Keung Chui
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)
Exhibit 32
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Business Development Solutions, Inc., a Delaware corporation (the "Company"), on Form 10-K for
the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission (the "Report"), Shu Keung Chui, Chief
Executive Officer and Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. § 1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
By: /s/ Shu Keung Chui

- -----------------------------------------
Shu Keung Chui
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

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For the fiscal year ended: December 31, 2008

For the transition period from ____________ to _____________

Commission File Number: 0-32433

BUSINESS DEVELOPMENT SOLUTIONS, INC.

c/o Shixin Enterprise Application Software (Shanghai) Co., Ltd.

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

INDEX TO FORM 10-K ANNUAL REPORT

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

our potential inability to raise additional capital;

USE OF TERMS AND STOCK SPLIT

Except as otherwise indicated by the context, references in this report to:

ITEM 1. DESCRIPTION OF BUSINESS.

Our Corporate Structure and History

Combination Suitability Standards

5. The extent to which the candidate can be advanced;

Post Combination Activities

Potential Benefit to Insiders

Possible Origination of a Business

Use of Consultants and Finders

State Securities Laws and Considerations

No Investment Company Act Regulation

ITEM 2. DESCRIPTION OF PROPERTY.

ITEM 3. LEGAL PROCEEDINGS.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Securities Authorized For Issuance under Equity Compensation Plans

(a) (b) (c)

Equity compensation plans -0- N/A 40,000,000

Equity compensation plans not -0- N/A

Recent Sales of Unregistered Securities

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS.

Liquidity and Capital Resources

We may have conflicts of interest with our management team.

Our proposed operations are purely speculative.

We are subject to the penny stock rules.

We may have significant difficulty in locating a viable business combination candidate.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 8. FINANCIAL STATEMENTS.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Internal Controls Over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting.

Changes in Internal Controls over Financial Reporting.

ITEM 9B. OTHER INFORMATION

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors, Executive Officers Promoters and Control Persons

NAME AGE POSITION(S) WITH THE COMPANY

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Compliance with Section 16(A) of the Securities Exchange Act Of 1934

Board Composition and Committees

ITEM 11. EXECUTIVE COMPENSATION.

Cash and Other Compensation

Outstanding Equity Awards at Fiscal Year End

Compensation Pursuant to Plans

AMCO 2002 Stock Plan

AMCO 2002 Employee Stock Compensation Plan

Indemnification of Directors and Executive Officers and Limitation of Liability

Shu Keung Chui 1,500,000 78.5%

Stephen M. Siedow 116,574 6.1%

All directors and executive officers as a group 1,500,000 78.5%

Certain Relationships and Transactions with Related Persons

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

For the transition period from to _